Retention Incentive for Group CEO

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To: NZX Limited
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Auckland, October 26, 2022

THE WAREHOUSE GROUP LIMITED
Retention Incentive for Group Chief Executive
The Warehouse Group (TWG) is pleased to announce that it has entered into a four-year retention
arrangement with Group Chief Executive Officer, Nick Grayston.
Under the retention incentive TWG has awarded Mr Grayston 1.6 million share rights in The
Warehouse Group Limited. For each share right, Mr Grayston is eligible to be issued or transferred,
for nil cash consideration and before tax, one fully paid ordinary share on 1 October 2026 (together
with dividend equivalents).
The issuing or transferring of the ordinary shares is subject to the CEO remaining employed by TWG
through to 1 October 2026, unless otherwise agreed with the Board, meeting certain performance
criteria determined by the Board, and subject to the CEO developing potential internal successors by
August 2024 that are approved by the Chair. Further details of the retention incentive are set out in
the Capital Change Notice relating to the share rights.
Chair Joan Withers said “Since joining TWG in 2016, Nick’s strategic leadership has steered us through
an incredibly important period. Nick will play a critical role in implementing The Warehouse Group’s
long-term strategy over the next four years and we want to ensure his leadership through this time.
This retention incentive is an important component of our leadership and governance succession
planning.”
ENDS
Contact details regarding this announcement:

Joan Withers, Chair
To be contacted via Anna Shipley, Chief Corporate Affairs Officer
media.enquiries@thewarehouse.co.nz

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Capital Change Notice

Updated as at 17 October 2019



Section 1: Issuer information
Name of issuer The Warehouse Group Limited
NZX ticker code WHS
Class of financial product Unquoted share rights (Share
Rights)
ISIN (If unknown, check on NZX website) NZWHSE0001S6
Currency NZD
Section 2: Capital change details
Number issued/acquired/redeemed 1,600,000
Nominal value (if any) N/A
Issue/acquisition/redemption price per security Share Rights are issued for nil
cash consideration.
Nature of the payment (for example, cash or other
consideration)
N/A
Amount paid up (if not in full) N/A
Percentage of total class of Financial Products
issued/acquired/redeemed/ (calculated on the number of
Financial Products of the Class, excluding any Treasury
Stock, in existence)
1

100%
For an issue of Convertible Financial Products or Options,
the principal terms of Conversion (for example the
Conversion price and Conversion date and the ranking of
the Financial Product in relation to other Classes of
Financial Product) or the Option (for example, the exercise
price and exercise date)
Each Share Right entitles the
CEO to be issued or transferred,
for nil cash consideration and
before tax, one fully paid ordinary
share on 1 October 2026
(together with dividend
equivalents), subject to the CEO
remaining employed at that date,
except for certain no-fault
cessations of employment, where
accelerated vesting may apply.
Vesting is also subject to (i) the
Board being satisfied with the
CEO’s performance over the
vesting period by reference to
WHS’ overall financial
performance and delivery of its
five-year strategy; and (ii)
agreeing on potential internal
CEO candidates by 1 August
2024.
Share Rights are non-
transferable, cannot be
encumbered and have no voting

1
The percentage is to be calculated immediately before the issue, acquisition, redemption or Conversion.

or other share rights. Share
Rights are otherwise subject to
the terms of the individual offer
letter to the CEO, including that
the CEO’s Share Rights lapse at
the Board’s discretion on certain
misconduct events.
Reason for issue/acquisition/redemption and specific
authority for issue/acquisition/redemption/ (the reason for
change must be identified here)
Issue of Share Rights as part of
the CEO’s remuneration and
retention arrangements.
Total number of Financial Products of the Class after the
issue/acquisition/redemption/Conversion (excluding
Treasury Stock) and the total number of Financial Products
of the Class held as Treasury Stock after the
issue/acquisition/redemption.
1,600,000
In the case of an acquisition of shares, whether those
shares are to be held as treasury stock
N/A
Specific authority for the issue, acquisition, or redemption,
including a reference to the rule pursuant to which the
issue, acquisition, or redemption is made
Resolution of the Board and, if
the Share Rights are settled by
issuance of new ordinary shares,
Listing Rules 4.6.1 and 4.9.1(b).
Terms or details of the issue, acquisition, or redemption (for
example: restrictions, escrow arrangements)
No cash consideration is payable
by the CEO on the grant of the
Share Rights or on the delivery of
fully paid ordinary shares
following the vesting of Share
Rights. Vesting of Shares Rights
is also subject to the conditions
noted above.
Date of issue/acquisition/redemption
2
26/10/2022
Section 3: Authority for this announcement and contact person
Name of person

authorised to make this announcement Erin Vercoe, Company Secretary
Contact person for this announcement Erin Vercoe
Contact phone number +64 489 7000
Contact email address Erin.vercoe@thewarehouse.co.nz
Date of release through MAP

26/10/2002


2
Continuous issuers using this form in reliance on Rule 3.13.2, please indicate the period during which the relevant
issue/acquisition/redemptions were made (for example, 1 January 2019 to 31 January 2019).